STOCK TITAN

Mercer Bancorp (MSBB) moves to end SEC stock reporting duties

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Mercer Bancorp, Inc. has authorized senior management to take the steps needed to terminate registration of its common stock under the Securities Exchange Act of 1934. Eligibility to do so arises after the third anniversary of its initial public offering on July 26, 2023.

The company intends to file Form 15 on or after August 10, 2026. Upon filing, its obligations to submit Forms 10-K, 10-Q, 8-K and other SEC reports will be suspended, and deregistration will become effective 90 days after the Form 15 filing date.

Mercer Savings Bank will continue providing detailed quarterly financial information through Call Reports filed with the FDIC, which remain publicly available. The company anticipates its shares will continue to be quoted on OTC Markets if market makers maintain a market, but it does not guarantee that any over-the-counter market will be sustained.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Board authorization date July 31, 2026 Date the board authorized management to pursue termination of common stock registration
Planned Form 15 filing date On or after August 10, 2026 Earliest date the company intends to file Form 15 to terminate registration
Deregistration effective period 90 days Registration under the Exchange Act terminates 90 days after the Form 15 filing date
Common stock par value $0.01 per share Par value of Mercer Bancorp’s common stock subject to deregistration
IPO third anniversary date July 26, 2023 Third anniversary of the initial public offering, after which deregistration eligibility arises
Form 15 regulatory
"The Company intends to file a Form 15 (Certification and Notice of Termination from Registration)"
A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.
deregistration regulatory
"will terminate when deregistration becomes effective 90 days after the filing date of the Form 15"
Deregistration is when a company officially removes itself from a stock exchange or regulatory list, meaning it is no longer publicly traded. This can happen if the company is shrinking or choosing to go private, and it matters because it changes how investors can buy or sell its shares.
Call Reports financial
"The Bank will continue to report detailed quarterly financial information via its Call Reports"
Periodic regulatory filings that banks and other depository institutions deliver to supervisors, showing detailed financial facts such as assets, loans, deposits, income, losses and capital. Like a thorough health check or vehicle inspection, they give investors a clear snapshot of a bank’s condition and trends, revealing strengths, weaknesses and risk exposures that can affect creditworthiness, dividend safety and stock valuation.
over-the-counter market market
"No guarantee, however, can be made that a trading market in the Company’s common stock in any over-the-counter market will be maintained"
A market where securities are bought and sold directly between dealers and brokers instead of on a centralized stock exchange. Think of it like a neighborhood bazaar compared with a big supermarket: prices and rules can vary, oversight is lighter, and some instruments are harder to trade or riskier. Investors care because OTC listings can offer access to small or specialized investments but often come with higher price volatility, lower liquidity, and greater information risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What action is Mercer Bancorp (MSBB) taking regarding SEC registration?

Mercer Bancorp’s board authorized management to pursue terminating registration of its common stock under the Securities Exchange Act. The company plans to file Form 15 on or after August 10, 2026, starting the process of suspending and later ending its SEC reporting obligations.

When will Mercer Bancorp (MSBB) file Form 15 and when is deregistration effective?

The company intends to file Form 15 on or after August 10, 2026. Its SEC reporting duties will be suspended immediately upon filing, and deregistration becomes effective 90 days after the Form 15 filing date, ending its obligations to submit Forms 10-K, 10-Q and 8-K.

Will Mercer Bancorp (MSBB) still provide financial information after deregistration?

Yes. Mercer Savings Bank will continue filing quarterly Call Reports with the FDIC, providing detailed financial information that remains publicly accessible. These regulatory reports will be a primary ongoing source of data once the holding company’s SEC reporting obligations cease after deregistration.

How could deregistration affect trading in Mercer Bancorp (MSBB) stock?

The company anticipates its common stock will continue to be quoted on OTC Markets, as it is currently, if market makers maintain a market. However, it expressly states there is no guarantee that any over-the-counter trading market for the shares will be maintained.

Why is Mercer Bancorp (MSBB) now eligible to terminate its SEC registration?

The company becomes eligible to terminate registration of its common stock after the third anniversary of its initial public offering. That anniversary occurred on July 26, 2023, enabling the board to authorize management to move toward deregistration by filing Form 15 in 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  July 31, 2026
 
Mercer Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Maryland
 
000-56575
 
92-3452469
(State or Other Jurisdiction
of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)
     
1100 Irmscher Blvd, Celina, Ohio
 
45822
(Address of Principal Executive Offices)
 
(Zip Code)
 
(419) 586-5158
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act: None    
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
Emerging growth company  
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  
 
Item 8.01
Other Events.
 
On July 31, 2026, the Board of Directors of Mercer Bancorp, Inc. (the “Company”) authorized senior management of the Company to take the requisite action at the appropriate time to terminate the registration of the Company’s common stock, par value $0.01 per share (the “Common Stock”), under the Securities and Exchange Act of 1934, as amended.  The Company is the holding company for Mercer Savings Bank (the “Bank”).  The Company is eligible to terminate the registration of the Common Stock after the third anniversary of its initial public offering on July 26, 2023.
 
The Company intends to file a Form 15 (Certification and Notice of Termination from Registration) with the Securities and Exchange Commission (the “SEC”) on or after August 10, 2026.  Upon filing, the Company’s obligation to file Forms 10-K, 10-Q and 8-K and other forms with the SEC will be suspended immediately and will terminate when deregistration becomes effective 90 days after the filing date of the Form 15.  Once deregistration becomes effective, the Company will no longer be required to file Forms 10-K, 10-Q and 8-K and other forms with the SEC. The Bank will continue to report detailed quarterly financial information via its Call Reports, which are filed with the Federal Deposit Insurance Corporation (the “FDIC”) and publicly available at cdr.ffiec.gov.
 
The Company anticipates that its shares of Common Stock will continue to be quoted on the OTC Markets (where they are currently quoted) to the extent market makers continue to make a market in the Company’s shares. No guarantee, however, can be made that a trading market in the Company’s common stock in any over-the-counter market will be maintained.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
MERCER BANCORP, INC.
     
     
Date: August 3, 2026
By:
 /s/ Alvin B. Parmiter
   
Alvin B. Parmiter
   
President and Chief Executive Officer
 
 
 
 
0001967306 false 0001967306 2026-08-03 2026-08-03

Filing Exhibits & Attachments

3 documents